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Houlihan Lokey12th Annual Global Industrials Conference
Michael Wilson, President & CEO
May 18, 2017
DisclaimerThis presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements generally include the words “may,” “could,” “should,” “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” “forecast,” “prospect,” “potential” or similar expressions. Forward-looking statements may include, without limitation, expected financial positions, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost-reduction initiatives, plans and objectives; and markets for securities. Like other businesses, Ingevity is subject to risks and uncertainties that could cause its actual results to differ materially from its expectations or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, general economic and financial conditions; international sales and operations; currency exchange rates and currency devaluation; compliance with U.S.and foreign regulations; attracting and retaining key personnel; conditions in the automotive market; worldwide air quality standards; government infrastructure spending; declining volumes in the printing inks market; the limited supply of crude tall oil (“CTO”); lack of access to sufficient CTO; access to and pricing of raw materials; competition from producers of substitute products and new technologies; a prolonged period of low energy prices; the provision of services by third parties at severalfacilities; natural disasters, such as hurricanes, winter or tropical storms, earthquakes, floods, fires; other unanticipatedproblems such as labor difficulties including renewal of collective bargaining agreements, equipment failure or unscheduled maintenance and repair; protection of intellectual property and proprietary information; information technology security risks; government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies and the chemicals industry; and lawsuits arising out of environmental damage or personal injuries associated with chemical orother manufacturing processes. These and other important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements that may have been made in this document are and will be more particularly described in our filings with the U.S. Securities and Exchange Commission, including our Form 10 Registration Statement and periodic filings. Readers are cautioned not to place undue reliance on Ingevity’s projections and forward-looking statements, which speak only as the date thereof. Ingevity undertakes no obligation to publicly release any revision to the projections and forward-looking statements contained in this presentation, or to update them to reflect events or circumstances occurring after the date of this presentation.
Non-GAAP Financial Measures
This presentation includes certain non‐GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of non‐GAAP financial measures to GAAP financial measures are provided within the Appendix to this presentation. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided.
2
Company Overview
3
Performance Materials
Performance Chemicals
2016 Sales $301.0 million $148.8 million $58.5 million $400.0 million
2016 Segment EBITDA (1) $123.3 million $79.1 million
Est. Market Size
$3B $800M - $1B $2B $3 - 5B
Market Position
#1 in automotive #1 or #2 Top tier #1 or #2
Applications Automotive
Process purification
Pavement preservation
Recycling
Evotherm® technologies
Well Service Additives
Production and Downstream
Adhesives
Agrochemicals
Lubricants
Inks
Intermediates
Select Competitors
Select Customers
Carbon TechnologiesPavement
TechnologiesOilfield Technologies
Leading Global End-Market Positions
Source: Company information Form 10 filed April 25, 2016 and Form 10-K filed March 2, 2017Note: (1) Please see appendices included at the end of this presentation for Ingevity's use of non-GAAP financial measures, definitions of those
financial measures as well as the reconciliation to the nearest GAAP financial measure
Industrial Specialties
4
Georgia Pacific
Performance Chemicals
5
Biorefinery
DerivativeProducts
Pavement preservation
Evotherm (warm mix asphalt)
Asphalt recycling
Oil well service additives
Oil production & downstream chemicals
Rubber emulsifiers
Lubricants
Intermediates
Adhesives
Inks
Paper size
Rubber emulsifiers
Renewable Forests Tall Oil Fatty Acid
IntermediateProducts
Distilled Tall Oil
Tall Oil Rosin
(“CTO”)
Strategic Focus on Value-Added Derivative Products and Technologies
Source: Company information6
Aggregate
SupplierLiquid
Asphalt
Supplier
Asphalt Plant Paving Contractor Government
Agencies
Ingevity
Additives
Pavement TechnologiesCapitalizing on Growing Global Infrastructure Spending
7
Source: Company information
Source: Form 10(1) Midpoint of 45-55% range
Crude Tall Oil (CTO) is primary raw material for Performance Chemicals
Most CTO supply is under contract
Ingevity will source ~50%1 from WestRock and ~50% from other providers
Attractive 10+ year supply agreement
Market-based pricing
100% of CTO output from current WestRock kraft mills
Industry Landscape
WestRock Supply Agreement
Long-Term, Secure CTO Supply
8
Performance Materials
9
25-35 grams/day
1970–80s technology / 0.5-1.0LOne Day Parking
1990s technology / 2.0-3.0L• multi-day parking & running loss• plus refueling
Modern technology“Near Zero”2.0-3.0L + scrubber
India - China - Europe Japan - Brazil - S. Korea
US / Canada
California (PZEV)
Control TechnologyEmission Sources and Impact
Products That Enable Regulatory Compliance
Approximately 75 to 80 percent of the world’s
gasoline vehicles are using early 1970 - 1980s
level of emissions control
Parking
13 grams/
hrdriving
Running loss
75 ml / refueling Refueling
Source: Company information and Form 10; IHS
+
+
=
10
8M Gallons per day “back in
tank”
Regulatory Phase In Estimates
Region / Regulation2015
Vehicle Sales (M)(3)
2016 2017 2018 2019 2020 2021 2022
US (1) & Canada (2) / Tier 3 18.7 20% (3) 40% (1) 60% (1) 60% (1) 80% (1) 80% (1) 100% (1)
South Korea (3) / Tier 3 1.5 - - 30% (3) 30% (3) 80% (3) 80% (3) 100% (3)
China (4) / Tier 2 22.3 - - Potential early adoption(4) 100% (4) 100% (4)
Brazil (3) / Tier 2 2.3 - - - Potential (3)
Japan (3) / Tier 2 4.7 - - - - Potential (3)
Europe (5) / Multi Day Parking
7.7 - - Potential early adoption (5) 100% (5) 100% (5) 100% (5)
(1) US GPO http://www.ecfr.gov/cgi-bin/text-idx?SID=6ae2f41b2a9589ec78e360496ed3c15e&mc=true&node=se40.19.86_11813_617&rgn=div8; Percent phase in by year based on vehicle model year
(2) Canada Justice Laws http://laws-lois.justice.gc.ca/PDF/SOR-2003-2.pdf; Percent phase in by year based on vehicle model year(3) Ingevity Management estimate based on company information, IHS, and regulatory discussions in specific country / region(4) Beginning July 1, 2020, all new vehicles registered need to be compliant with the new evaporative emissions standards per Ingevity Management’s
understanding of the China 6 regulation published December 23, 2016; Ingevity Management expects potential adoption phase in calendar year 2018 / 2019
(5) Beginning September 1, 2019, all new vehicles registered need to be compliant with the new evaporative emissions standards per Ingevity Management’s understanding of new European published regulations; Ingevity Management expects potential early adoption in calendar year 2018 / 2019
11
Global Gasoline Vapor Emission Control Opportunity
SOURCE: Company data and estimates
12
Outlook
13
Outlook: 2017Performance Chemicals Expect continued price
pressure in industrial specialties, partially offset by modest volume growth
Potential uptick in oilfield volumes, however, pricing remains under pressure
Growth in pavement sales led by continued adoption of Evotherm® warm mix asphalt technology in U.S.; EMEA to grow from small base; China expected to be flat
CTO contracts are set; benefits weighted to back half
14
Activated Carbon Canisters Honeycomb Scrubbers
Mark
et
Dri
vers
Short-Term Short-Term
Global auto production (2–3 percent) NAFTA expected to be flat
U.S. & Canada auto production U.S. & Canada Tier 3 and LEV III regulation
• 40% implementation completed
Long-Term Long-Term
China 6• Volume increase / favorable mix shift• 100% implementation by July 2020• Could see impacts by 2018 / 2019Euro 6c• Volume increase / favorable mix shift• 100% implementation by Sept. 2019• Should see impacts by 2018
U.S. & Canada Tier 3 and LEV III• 60% implementation for 2018 models• 80% implementation for 2020 models• 100% implementation for 2022 models
Covington, Va. Wickliffe, Ky.
Wujiang, China Zhuhai, China
70/30 Joint Venture in Waynesboro, Ga.(Expanding capacity to triple production)
15
Outlook: 2017 and BeyondPerformance Materials
16
Appendix
17
Non-GAAP Financial MeasuresIngevity has presented certain financial measures, defined below, which have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and has provided a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP. These financial measures are not meant to be considered in isolation or as a substitute for the most directly comparable financial measure calculated in accordance with GAAP. The company believes these non-GAAP measures provide investors, potential investors, securities analysts and others with useful information to evaluate the performance of the business, because such measures, when viewed together with our financial results computed in accordance with GAAP, provide a more complete understanding of the factors and trends affecting our historical financial performance and projected future results.
Ingevity uses the following non-GAAP measures:
Adjusted earnings (loss) is defined as net income (loss) attributable to Ingevity stockholders plus restructuring and other (income) charges, separation costs, and the income tax expense (benefit) on those items.
Diluted adjusted earnings (loss) per share is defined as diluted earnings (loss) per common share attributable to Ingevity stockholders plus restructuring and other (income) charges per share, separation costs per share, and the income tax expense (benefit) per share on those items.
Adjusted EBITDA is defined as net income (loss) plus provision for income taxes, interest expense, depreciation and amortization, separation costs and restructuring and other (income) charges.
Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Net Sales
Segment EBITDA is defined as segment operating profit plus depreciation and amortization.
Segment EBITDA Margin is defined as Segment EBITDA divided by Net Sales.
The Company also uses the above financial measures as the primary measures of profitability used by managers of the business and its segments. In addition, the Company believes Adjusted EBITDA, Adjusted EBITDA Margin, Segment EBITDA and Segment EBITDA Margin are useful measures because they exclude the effects of financing and investment activities as well as non-operating activities. These non-GAAP financial measures are not intended to replace the presentation of financial results in accordance with GAAP and investors should consider the limitations associated with these non-GAAP measures, including the potential lack of comparability of these measures from one company to another. Reconciliations of these non-GAAP financial measures are set forth within the following pages.18
19
Reconciliation of Net Income (Loss) (GAAP) to Adjusted EBITDA (Non-GAAP)
Reconciliation of Segment Operating Profit (GAAP) to Segment EBITDA (Non-GAAP)